Cheer Holding (NASDAQ: CHR) will effect a 1-for-3 share consolidation effective 4:05 p.m. New York time on April 6, 2026, with post-consolidation trading beginning April 7, 2026. The Company expects issued Class A shares to fall from 4,686,248 to approximately 1,562,083, subject to rounding. Outstanding warrants and equity rights will be proportionately adjusted and fractional shares will be rounded up. The CUSIP post-consolidation will be G39973139. The move is intended to increase the per-share trading price to maintain Nasdaq listing.
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Positive
Share count reduced from 4,686,248 to ~1,562,083
Post-consolidation CUSIP set to G39973139
Trading continues on Nasdaq under symbol CHR
Negative
Consolidation may change share liquidity and float dynamics
Rounding up fractional shares slightly increases outstanding shares
Market Context
This announcement details a 1-for-3 share consolidation for Class A ordinary shares, effective at 4:...
Analysis
This announcement details a 1-for-3 share consolidation for Class A ordinary shares, effective at 4:05 p.m. on April 6, 2026, with trading on a post-consolidation basis beginning April 7, 2026. Authorized and outstanding Class A share counts are being reduced and par value adjusted, while warrants and other equity rights are proportionately revised. Investors may watch how the consolidation affects liquidity, trading volume, and the company’s ability to maintain its Nasdaq listing.
Key Figures
Share consolidation ratio:1-for-3Effective time:4:05 p.m. April 6, 2026Post-consolidation trading date:April 7, 2026+5 more
8 metrics
Share consolidation ratio1-for-3Class A ordinary share consolidation
Effective time4:05 p.m. April 6, 2026Share consolidation effective time (New York time)
Post-consolidation trading dateApril 7, 2026Class A shares begin trading on adjusted basis
Authorized Class A shares (pre)10,000,000 sharesAuthorized Class A ordinary shares at US$0.05 par value
Authorized Class A shares (post)3,333,333 sharesAuthorized Class A ordinary shares at US$0.15 par value
Outstanding Class A (pre)4,686,248 sharesPre-consolidation issued and outstanding Class A ordinary shares
Outstanding Class A (post)1,562,083 sharesApproximate post-consolidation issued and outstanding Class A ordinary shares
Price move350%24-hour price change for GSMGW before this news
Key Terms
share consolidation, par value, authorised share capital, warrants, +2 more
6 terms
share consolidationfinancial
"announced that it intends to effect a share consolidation of its ordinary shares"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
par valuefinancial
"Class A ordinary shares of a par value of US$0.05 each"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
authorised share capitalfinancial
"At the Effective Time, the authorised share capital of the Company will be reduced"
The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.
warrantsfinancial
"Outstanding warrants and other outstanding equity rights will be proportionately adjusted"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
"The CUSIP number for the Company’s Class A ordinary shares following the Share Consolidation"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
transfer agentfinancial
"Shareholders of record may direct questions ... to the Company’s transfer agent"
A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.
Class A Ordinary Shares Will Begin Trading on a Post-Consolidation Adjusted Basis on April 7, 2026
BEIJING, April 02, 2026 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” “we” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today announced that it intends to effect a share consolidation of its ordinary shares at a ratio of 1 post-split Class A ordinary share for every 3 pre-split ordinary shares (the “Share Consolidation”) so that every three (3) shares issued and outstanding will be combined into one (1) share. The Share Consolidation will become effective at 4:05 p.m. (New York time) on April 6, 2026 (the “Effective Time”).
The Company’s Class A ordinary shares will continue to be traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CHR” and will begin trading on a post-consolidation adjusted basis when the market opens on Tuesday, April 7, 2026. The CUSIP number for the Company’s Class A ordinary shares following the Share Consolidation will be G39973139.
At the Effective Time, the authorised share capital of the Company will be reduced and amended from US$500,700 divided into 10,000,000 Class A ordinary shares of a par value of US$0.05 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each, to US$500,699.95 divided into 3,333,333 Class A ordinary shares of a par value of US$0.15 each, 500,000 Class B ordinary shares of US$0.001 each and 2,000,000 preferred shares of a par value of US$0.0001 each, by the cancellation of one authorised but unissued Class A ordinary share of a par value of US$0.05; and the consolidation of the remaining 9,999,999 Class A ordinary shares of a par value of US$0.05 in the authorised share capital of the Company (including issued and unissued share capital) such that each 3 Class A ordinary shares of a par value of US$0.05 are consolidated into 1 Class A ordinary share of a par value of US$0.15.
As a result of the Share Consolidation, the number of issued and outstanding Class A ordinary shares of the Company will be reduced from 4,686,248 pre-consolidation Class A ordinary shares to approximately 1,562,083 post-consolidation Class A ordinary shares, subject to adjustments for rounding. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number.
The Share Consolidation is primarily intended to increase the Company’s per share trading price in order to maintain its listing on Nasdaq.
Shareholders holding their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will have their shares automatically adjusted to reflect the Share Consolidation. Shareholders of record may direct questions concerning the Share Consolidation to the Company’s transfer agent, Continental Stock Transfer & Trust Company.
About Cheer Holding, Inc.
Cheer Holding is a leading provider of next-generation mobile internet infrastructure and platform services. The Company operates a comprehensive digital ecosystem that integrates platforms, applications, technology, and industry, with a focus on AI-driven content creation, e-commerce, and metaverse development. For more information, please visit ir.gsmg.co.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements include, but are not limited to, that the Share Consolidation will enable the Company to meet the minimum bid price requirement under the Nasdaq continued listing standards, or that the Company will be able to continue to have its Class A ordinary shares listed on The Nasdaq Capital Market. The Company is subject to a number of risks and uncertainties set forth in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 20, 2026. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
For investor and media inquiries, please contact:
James Li Email: ir@gsmg.co Tel: +86 10 6778 2900 (CN)
FAQ
What is the CHR share consolidation ratio and effective date?
The consolidation is a 1-for-3 ratio effective at 4:05 p.m. ET on April 6, 2026. According to the company, every three pre-split Class A shares will be combined into one post-consolidation Class A share, with trading on a post-consolidation basis starting April 7, 2026.
How many CHR Class A shares will be outstanding after the consolidation?
Issued Class A shares will be reduced to approximately 1,562,083 post-consolidation. According to the company, the pre-consolidation total of 4,686,248 shares will be combined at the 1-for-3 ratio, subject to rounding adjustments.
Will CHR continue trading under the same ticker after the consolidation?
Yes, CHR will continue trading on Nasdaq under the symbol CHR on a post-consolidation basis. According to the company, post-consolidation trading will begin when the market opens on April 7, 2026.
How will fractional CHR shares be handled in the 1-for-3 consolidation?
No fractional shares will be issued; fractional results will be rounded up to the next whole share. According to the company, any fractional shares that would arise from the consolidation will be rounded up rather than paid out in cash.
Will CHR warrants and equity awards be affected by the consolidation?
Yes, outstanding warrants and other equity rights will be proportionately adjusted for the consolidation. According to the company, these adjustments will reflect the 1-for-3 ratio so that exercise prices and share counts change consistently.
